PTX Metals Inc. Announces Final Closing of Private Placement
PTX Metals Inc. Announces Final Closing of
Private Placement
Toronto, Ontario--(Newsfile Corp. - October 14, 2025) - PTX Metals Inc. (TSXV: PTX) ("
PTX
" or the
"
Company
") is pleased to announce the closing of the fourth and final tranche of its previously disclosed
non-brokered private placement of flow-through, hard dollar and charity flow-through units (see news
releases dated September 8, 2025, September 16, 2025. September 28, 2025, September 30, 2025,
October 2, 2025, and October 7, 2025).
In the fourth and final closing, the Company issued a total of
529,185 flow-through units ("
FT Units
") at a price of $0.135 per FT Unit for aggregate gross proceeds
of $71,439.98. In addition, the Company issued 3,419,500 hard dollar units at a price of $0.10 per HD
Unit ("
HD Units
" or "
Units
") for aggregate gross proceeds of $341,950, bringing the total proceeds
raised in the fourth and final tranche to $413,389.98. When combined with the proceeds raised in the
preceding closings (together with the fourth and final tranche, the "
Private Placement
"), the Company
raised a total of $6,649,604.80 from the issuance of (i) 15,000,000 charity flow-through units (the "
CFT
Units
"); (ii) 10,367,434 FT Units; and (iii) 30,000,000 HD Units.
The Company paid $52,534.55 in finders fees and issued 966,251 finder warrants ("
Finders
Warrants
") to eligible finders in the fourth and final closing. Each Finders Warrant entitles the holder
thereof to purchase one common share at a price of $0.14 (subject to adjustment) for a period of two (2)
years following the issuance of the Finders Warrants. The Finders Warrants are subject to a statutory
hold period in Canada of four (4) months and one (1) day after the issuance of the Finders Warrants.
The HD Units and CFT Units were issued pursuant to the Listed Issuer Financing Exemption (the "
LIFE
Exemption
") under Part 5A of National Instrument 45-106 -
Prospectus Exemptions
, and as modified
by Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption
. Pursuant to the LIFE Exemption, the securities underlying the HD Units and CFT
Units are not subject to a hold period under Canadian securities laws.
The FT Units were sold to
investors pursuant to exemptions from the prospectus requirements other than the LIFE Exemption and
are subject to a hold period of four months and one day following issuance.
Each Unit and FT Unit consists of one (1) common share and one-half of one (1/2) share purchase
warrant (each whole such share purchase warrant, a "
Warrant
"). Each Warrant is exercisable to acquire
one (1) additional common share in the capital of the Company (each a "
Warrant Share
") at a price of
$0.16 per Warrant Share for a period of 36 months from the date of issuance. The Warrants issued
pursuant to the LIFE Exemption are subject to a restriction on exercise expiring 61 days following the
date of issuance.
The Company intends to use the proceeds from the issuance of the HD Units for general corporate
expenses and working capital purposes.
The gross proceeds from the issuance of the CFT Units will be used to incur eligible "Canadian
exploration expenses" as defined in subsection 66.1(6) of the
Income Tax Act
(Canada) (the "
Tax Act
")
that qualify as "flow-through critical mineral mining expenditures" as defined in subsection 127(9) of the
Tax Act (the "
Qualifying Expenditures
") related to the Company's projects in Ontario. The Qualifying
Expenditures will be incurred on or before December 31, 2026 and will be renounced by the Company to
the initial purchasers of the CFT Units with an effective date no later than December 31, 2025 in an
aggregate amount not less than the gross proceeds raised from the issue of the CFT Units.
Jean-David Moore (150,000 HD Units), a Director of the Company (the "Insider"), purchased an
aggregate of 150,000 HD Units as part of the Offering. The issuance of the Units to the Insider
constituted a "related party transaction" as this term is defined in Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions ("MI 61-101"). There has not been a
material change in the percentage of the outstanding securities of the Company that are owned by the
Insider as a result of their participation in the Offering. The Company is relying on the exemption from the
valuation requirement and minority approval requirement pursuant to subsection 5.5(a) and 5.7(1)(a) of
MI 61-101, respectively, as the fair market value of the Insiders' participation does not represent more
than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
About PTX Metals Inc.
PTX is a mineral exploration company focused on high-quality strategic metals assets in northern
Ontario, allowing exposure for shareholders to Copper, Gold, Nickel, and PGEs discovery. The Province
of Ontario is renowned as a first-class mining jurisdiction for its abundance of mineral resources and
safe jurisdiction.
Our corporate objective is to advance our assets, and unveil the potential of two Flagship Projects, the
W2 Cu-Ni-PGE located in the strategic Ring of Fire region, and the Shining Tree Gold Project neighbor
to multi-million ounces gold deposits in the Timmins Gold Camp.
PTX's portfolio of assets was strategically acquired for their geologically favorable attributes, and
proximity to established mining companies.
PTX is based in Toronto, Canada. The Company is also listed in Frankfurt under the symbol "9PX" and
on the OTCQB in the United States as "PANXF".
For additional information on PTX, please visit the Company's website at
www.ptxmetals.com
.
Contact Information
Greg Ferron, President and Chief Executive Officer
Phone: +1- 416-270-5042
Email:
Cautionary Statement Regarding Forward-Looking Information
This news release includes forward-looking information and statements. Such statements include
statements relating to the extent of insider participation and the use of proceeds of the offerings.
Forward-looking information and statements involve and are subject to assumptions and known and
unknown risks, uncertainties, and other factors which may cause actual events, results, performance,
or achievements of the Company to be materially different from future events, results, performance,
and achievements expressed or implied by forward-looking information and statements herein. The
assumptions on which the forward-looking statements contained herein rely include, among others,
that the Company will receive the necessary approvals for the offerings from the TSXV, and that the
Company will satisfy the terms of the LIFE Exemption. Additional risk factors that may impact the
Company or cause actual results and performance to differ from the forward looking statements
contained herein are set forth in the Company's most recent management's discussion and analysis
of financial condition (a copy of which can be obtained under the Company's profile on SEDAR+ at
www.sedarplus.ca
). Although the Company believes that any forward-looking information and
statements herein are reasonable, in light of the use of assumptions and the significant risks and
uncertainties inherent in such information and statements, there can be no assurance that any such
forward-looking information and statements will prove to be accurate, and accordingly readers are
advised to rely on their own evaluation of such risks and uncertainties and should not place undue
reliance upon such forward-looking information and statements. Any forward-looking information and
statements herein are made as of the date hereof, and except as required by applicable laws, the
Company assumes no obligation and disclaims any intention to update or revise any forward-looking
information and statements herein or to update the reasons that actual events or results could or do
differ from those projected in any forward looking information and statements herein, whether as a
result of new information, future events or results, or otherwise, except as required by applicable laws.
NEITHER THE TSXV, NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS
DEFINED IN TSXV POLICY 1.1 - INTERPRETATION) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE. NO STOCK EXCHANGE, SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED
THE INFORMATION CONTAINED HEREIN.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER
OR SALE OF SECURITIES IN THE UNITED STATES.
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